I. Convoy at sea. XLS off the port bow of an escorting Leander Class cruiser - the cruiser fires repeatedly off to starboard. MS as HMS Porpoise flashes a signal - conditions are rough and overcast, and the submarine pitches in the heavy sea. Various shots of AA lookouts and gunners on cameraship and distant escorting destroyers and Hunt Class minesweepers.

II. Entry into Benghazi. Cameraship enters harbour, which is scattered with sunken vessels. Troops look out at the city. Cameraship secures alongside. HA as troops are transferred to a local craft - the boat is in poor condition with garboard strake missing. LS of Antwerp alongside - astern of her is secured the destroyer HMS Antelope (H.42). General views of the derelict harbour area and numerous wrecks. RN team begins to clear away some of the debris - distant aircraft attract the attention of the work crew and some flak from the port's AA defences. CU of three men from the RN team - one of them has HMS CARLISLE on his cap ribbon. CUs of 40mm Bofors in a sand-bagged emplacement by the harbour's edge. CU of a leading seaman, his rate badge sewn on his khaki battledress. More general views of the harbour. CU of a harbour light with a bullet hole in the glass. LS views over city and harbour.

III. Office of the Naval Officer in Charge. A crowd of locals and naval personnel stand looking up - at flag raising? Men leave the Office on bicycles. Local labour is put into a lorry to be driven to work sites. A Lieutenant-Commander RN issues orders to his men. A detachment marches off.

IV. Final sequence shows Indian troops using crude local handcarts and wheelbarrows to move supplies from ships alongside harbour mole. It is raining.

Small convoy carries troops to the newly captured city of Benghazi. Cameraship may be the convoy escort ship Antwerp or one of her sisters. Benghazi is considerably damaged (86 wrecks were counted in the harbour) and clearance work is underway.